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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
_____________________________
Date of report (Date of earliest event reported) March 29, 2000
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ALTEON INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19529 13-3304550
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(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
170 Williams Drive, Ramsey, New Jersey 07446
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (201) 934-5000
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(Former Name or Former Address, If Changed Since Last Report)
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Item 5. Other Events.
On March 29, 2000 the Registrant issued the following press
release:
"Alteon Announces Year End and Fourth Quarter Results
"RAMSEY, N.J., March 29 Alteon Inc. (OTC Bulletin Board: ALTN)
announced today total revenues of $1,435,000 and a net loss
applicable to common stockholders of $13,639,000 or $0.72 per
share for the twelve months ended December 31, 1999. This compares
to total revenues of $1,321,000 and a net loss applicable to
common stockholders of $28,553,000 or $1.57 per share for the same
period in 1998. For the three months ended December 31, 1999,
Alteon had total revenues of $559,000 and a net loss applicable to
common stockholders of $159,000 or $0.01 per share, which compares
to total revenues of $377,000 and a net loss applicable to common
stockholders of $8,174,000 or $0.43 per share for the same period
in 1998.
"The net loss applicable to common stockholders decreased in the
twelve months ended December 31, 1999, primarily as a result of
decreased research and development expenses, an income tax benefit
from the sale of net operating losses of $2.59 million and
decreased general and administrative expenses. Total revenues
increased in the twelve months ended December 31, 1999 due to
$600,000 received from an option agreement with a potential
partner. These were offset by the elimination of a previously
accrued loss contingency and increased preferred stock dividends.
Cash, cash equivalents and short-term investments at December 31,
1999, totaled $12.4 million.
"'One of our biggest challenges in the past year was to be able to
finance the initial Phase II trials of ALT-711,' said Kenneth I.
Moch, President and Chief Executive Officer of Alteon. 'We have
met that goal, and are fortunate to be able to move forward with
this unique compound as we continue to evaluate strategic
opportunities for Alteon. ALT-711 has demonstrated an ability to
reverse age-related cardiac stiffness in preclinical studies, and
has potential utility in a number of aging related indications.
Our cash position as it is right now allows us to complete the
planned Phase II trial in cardiovascular disease and finance
operations into the year 2001.'
"ALTEON'S TECHNOLOGY PLATFORM - THE A.G.E. PATHWAY
"A.G.E. Technology Impacts Broad Medical Applications
"The formation of A.G.E.s in the human body occurs through the
same biological process as that of the toughening and
discoloration of food during the cooking process. This Maillard or
'browning' reaction is temperature sensitive, and takes place in
the human body at a slow rate in some individuals and at an
accelerated rate in others, particularly diabetic patients.
"The progressive formation of A.G.E.s on proteins such as collagen
and elastin arises from the non-enzymatic reaction of glucose with
the amino groups of these long-lived structural proteins. With
time, A.G.E.s on one protein interact with adjacent proteins to
form stable covalent A.G.E. crosslinks. In tissues and organs that
depend on elastic properties to function, normal physiologic
functions are compromised by A.G.E. formation and crosslinking,
resulting in serious pathophysiologic consequences.
"The A.G.E. pathway may provide the scientific explanation for how
and why many of the complications of the aging process occur with
higher frequency and earlier in life in diabetic patients. These
individuals form greater amounts of A.G.E.s than non-diabetics.
From a pathological viewpoint, diabetes may be considered an
advanced form of aging.
"Because A.G.E.s have been implicated in a broad range of
pathologies, therapeutic intervention may provide relief for many
medical conditions where A.G.E. crosslinking has contributed to a
loss of normal function, elasticity and/or flexibility. These
diseases or disorders include nephropathy, end- stage renal
disease, retinopathy, neuropathy, vascular disorders such as
systolic hypertension, pulmonary hypertension, as well as
cardiomyopathies such as diastolic dysfunction and congestive
heart failure. Early clinical experience in Phase I human studies
of ALT-711 suggest that urinary elastic dysfunction (leading to
urinary incontinence) is a potential therapeutic target as well.
Alteon is also evaluating therapeutic opportunities in
dermatological conditions, stiff joint disorders and continuous
ambulatory peritoneal dialysis (CAPD).
"ABOUT ALTEON
"Alteon is a leader in the discovery and development of
pharmaceuticals for the treatment of cardiovascular and renal
diseases and other disorders of diabetes and aging.
"Alteon's proprietary technology focuses on Advanced Glycosylation
End-products, or A.G.E.s, formed as a result of circulating blood
glucose reacting with proteins. These protein/glucose complexes
ultimately form crosslinks with adjacent proteins, leading to a
loss of flexibility and function in body tissues, organs and
cells. This A.G.E. pathway represents one of several pathological
processes believed to be responsible for aging, including
regulation of telomere length, DNA turnover, and build-up of
senescent products, among others. A.G.E.s have been shown to be
causative factors in many of the complications of diabetes and
age-related diseases, including kidney disease, cardiovascular
disease, nerve damage and retinopathy. Alteon's unique approach is
to inhibit or break A.G.E.s and their chemical crosslinks.
"Alteon's lead A.G.E. crosslink breaker, ALT-711, has completed a
series of Phase I human clinical trials and will enter Phase II
trials in the near future. The company is seeking a corporate
partner to help fund the continued development of its A.G.E.-
formation inhibitor, pimagedine, based on the results of a Phase
III trial in Type 1 diabetic patients with progressive kidney
disease. Alteon is also pursuing the development of a novel series
of glucose lowering agent (GLA) compounds.
"Any statements contained in this press release that relate to
future plans, events or performance are forward-looking statements
that involve risks and uncertainties including, but not limited
to, those relating to technology and product development,
regulatory approval processes, intellectual property rights and
litigation, competitive products and other risks identified in
Alteon's filings with the Securities and Exchange Commission.
Actual results, events or performances may differ materially.
Alteon undertakes no obligation to publicly release the result of
any revision to these forward-looking statements that may be made
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
"More information on Alteon is available at the corporate web
site, http://www.alteonpharma.com."
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Alteon Inc.
Condensed Statements of Operations
(Dollars in Thousands Except per Share Amounts)
(Unaudited)
Twelve Months Ended Three Months Ended
December 31, December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Investment income $835 $1,321 $128 $377
Other income 600 -- 431 --
Total revenues $1,435 $1,321 $559 $377
Expenses:
Research and
development 10,598 24,592 1,635 5,868
Elimination of
previously accrued
loss contingency -- (1,771) -- --
General and
administrative 4,357 4,842 967 1,600
Interest expense -- 4 -- --
Total expenses $14,955 $27,667 $2,602 $7,468
Net loss before
benefit for
income taxes $(13,520) $(26,346) $(2,043) $(7,091)
Income tax benefit 2,588 -- 2,588 --
Net loss $(10,932) $(26,346) $545 $(7,091)
Preferred stock
dividends and
discount amortization 2,707 2,207 704 1,083
Net loss applicable
to common
stockholders $(13,639) $(28,553) $(159) $(8,174)
Basic loss per
share to common
stockholders $(0.72) $(1.57) $(0.01) $(0.43)
Diluted loss per
share to common
stockholders $(0.72) $(1.57) $(0.01) $(0.43)
Weighted average
common shares
used in computing
basic and diluted
loss per share 19,054,750 18,210,902 19,189,701 18,813,444
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<CAPTION>
Selected Balance Sheet Data
(Dollars in Thousands)
(Unaudited)
December 31, December 31,
1999 1998
<S> <C> <C>
Cash and investments $12,370 $24,132
Total assets 15,021 27,652
Accumulated deficit (121,496) (107,857)
Stockholders' equity 12,827 23,338
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Alteon Inc.
By: /s/ Kenneth I. Moch
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Kenneth I. Moch
President and
Chief Executive Officer
Date: April 11, 2000
